exv4w10



 





EXHIBIT 4.10


RESTATED BYLAWS OF




FIRST INTERSTATE BANCSYSTEM, INC.




1. CORPORATION OFFICES




     1.1 Registered Office.



     The registered office of the Corporation required by the Montana Business
Corporation Act (“Act”) to be maintained in Montana may be, but need not be,
identical with the principal office of the Corporation if the principal office
is maintained in Montana. The registered agent and the address of the
registered office may be changed from time to time by the Board of Directors.



2. SHAREHOLDERS




     2.1 Annual Meeting.



     The annual meeting of shareholders shall be held at such time as is
determined by the Board of Directors for the purpose of electing Directors and
for the transaction of any other business as may come before the meeting. If
the election of Directors is not held on the day designated in this bylaw for
any annual meeting of shareholders, or at any continuation of the meeting after
adjournment, the Board of Directors shall cause the election to be held at a
special meeting of shareholders as soon afterwards as is convenient.



     2.2 Special Meetings.



     Special meetings of shareholders may be called by the Chairman of the
Board or the Board of Directors, and shall be called by the Chairman of the
Board upon the written demand by holders of not less than ten percent (10%) of
all the outstanding shares entitled to vote at the meeting. The written demand
must be delivered to the Corporation’s Secretary and must describe the purpose
for which the special meeting is to be held. Only business within the purposes
described in the notice of meeting may be conducted at a special meeting.



     2.3 Place of Meeting.



     The Board of Directors may designate any place, either inside or outside
of Montana, as the meeting place for any meeting of shareholders. All
shareholders entitled to vote at the meeting may agree by written consents,
which may be in the form of a waiver of notice or otherwise, to another place
of meeting that may be either inside or outside of Montana. If no designation
is made, the place of meeting shall be the principal office of the Corporation.



 









 





2.4 Notice of Meeting.




	(a)	 	Required Notice. Written notice stating the date,
time, and place of any annual or special meeting of
shareholders shall be delivered not less than 10 days nor
more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman
of the Board, the Board of Directors, or other persons
calling the meeting, to each shareholder of record entitled
to vote at the meeting and to any other shareholder entitled
by the Act to receive notice of the meeting.
	 
	(b)	 	Adjourned Meeting. If any meeting of shareholders is
adjourned to a different date, time, or place, notice need
not be given of the new date, time, and place, if the new
date, time, and place are announced at the meeting before
adjournment. But if a new record date for the adjourned
meeting is, or must be fixed under bylaw 2.5, notice of the
adjourned meeting must be given to those persons or entities
who are shareholders as of the new record date.
	 
	(c)	 	Waiver of Notice. A shareholder may waive any notice
required by the Act, articles of incorporation, or these
bylaws, either before or after the date and time stated in
the notice, by signing a written waiver of notice and
delivering it to the Secretary of the Corporation for
inclusion in the minutes or filing with the corporate
records.






	 	 	A shareholder’s attendance at a meeting:






	(1)	 	waives the shareholder’s right to object
to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting
objects to holding the meeting or transacting business
at the meeting; and
	 
	(2)	 	waives the shareholder’s right to object
to consideration of a particular matter at the meeting
that is not within the purposes described in the notice
of meeting, unless the shareholder objects to
considering the matter when it is presented.






	(d)	 	Contents of Notice. The notice of each special
meeting of shareholders shall include a description of the
purposes for which the meeting is called. Except as
otherwise provided in the Act, the articles of incorporation,
or this bylaw 2.4, the notice of an annual meeting of
shareholders need not include a description of the purposes
for which the meeting is called.
	 
	 	 	Regardless of whether the notice is of an annual or special
meeting of shareholders, if a purpose of the meeting is for
the shareholders to consider:




2









 












	(1)	 	a proposed amendment to or restatement of
the articles of incorporation requiring shareholder
approval;
	 
	(2)	 	a plan of merger or share exchange;
	 
	(3)	 	the sale, lease, exchange, or other
disposition of all, or substantially all, of the
property of the Corporation not in the usual and
regular course of business;
	 
	(4)	 	the dissolution of the Corporation; or
	 
	(5)	 	the removal of a Director,
	 
	            then the notice must state this purpose and be accompanied,
as applicable, by:
	 
	(1)	 	a copy or summary of the amendment or
restatement of the articles of incorporation;
	 
	(2)	 	a copy or summary of the plan of merger or
share exchange; and
	 
	(3)	 	a description of the transaction for
disposition of all the property of the Corporation.





2.5 Fixing of Record Date.




	(a)	 	Purpose of Fixing a Record Date. The Board of
Directors may fix in advance a date as the record date in
order to determine shareholders entitled to receive notice of
any meeting of shareholders, to demand a special meeting, to
vote, to receive payment of any distribution or dividend, or
to take any other action. A record date fixed under this
bylaw shall not be more than seventy (70) days before the
meeting or action requiring a determination of shareholders.
	 
	(b)	 	If No Record Date Is Fixed. If the Board of Directors
does not fix a record date for any purpose described in bylaw
2.5(a), the record date for the determination of shareholders
shall be as follows:






	(1)	 	For determining shareholders entitled to
notice of, or vote at, any meeting of shareholders, the
day before the first notice is delivered to
shareholders;
	 
	(2)	 	For determining shareholders entitled to
demand a special meeting, the date the first
shareholder signs the demand;




3









 






	(3)	 	For determining shareholders entitled to
take action without a meeting, the date the first
shareholder signs a consent;
	 
	(4)	 	For determining shareholders entitled to a
share dividend, the date the Board of Directors
authorizes the share dividend; and
	 
	(5)	 	For determining shareholders entitled to a
distribution, other than a distribution involving a
purchase, redemption, or other acquisition of the
Corporation’s shares, the date the Board of Directors
authorizes the distribution.






	(c)	 	Fixed Record Dates and Adjournment. A determination
of shareholders entitled to notice of, and vote at, a meeting
of shareholders is effective for any adjournment of the
meeting unless the Board of Directors fixes a new record
date, which the Board of Directors must do if the meeting is
adjourned to a date more than one-hundred twenty (120) days
after the date fixed for the original meeting.





     2.6 List of Shareholders.



     After fixing a record date for a shareholders’ meeting, the Secretary of
the Corporation shall prepare an alphabetical list of the names of all
shareholders entitled to notice of the meeting. The list shall show the
address of and number of shares held by each shareholder and shall be arranged
by voting group and, within each voting group, by class or series of shares.
The shareholders’ list must be available for inspection by any shareholder,
beginning two (2) business days after notice is given of the meeting for which
the list was prepared and continuing through the meeting and any adjournment
thereof, at the Corporation’s principal office or at a place identified in the
meeting notice in the city where the meeting will be held.



     2.7 Quorum and Voting Requirements.



     A majority of the votes entitled to be cast on a matter, represented at a
meeting in person or by proxy, constitutes a quorum of the shareholders for
action on that matter. Once a share is represented for any purpose at a
meeting, either in person or by proxy, the share is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of the
meeting unless a new record date is or must be set for the adjourned meeting.
If a quorum exists, action on a matter (other than the election of Directors)
is approved if the votes cast favoring the action exceed the votes cast
opposing the action, unless the Act requires a greater number of affirmative
votes. As provided in the Articles of Incorporation of the Corporation,
cumulative voting in the election of Directors shall not be permitted with
respect to the Corporation. Directors are elected by a plurality of the votes
cast by the shares entitled to vote in the election at a meeting at which a
quorum is present (e.g. if three (3) Director positions are vacant and if there
are five (5) Director nominees, the three Director nominees receiving the
highest number of votes shall be elected).



4









 





     2.8 Proxies.



     At all meetings of shareholders, a shareholder may vote in person or by
proxy. A shareholder may appoint a proxy to vote or otherwise act for that
shareholder by signing an appointment form, either personally or by
attorney-in-fact. The appointment of a proxy becomes effective when received
by the Secretary of the Corporation and ceases to be effective after eleven
(11) months, unless otherwise provided in the appointment form.



     2.9 Voting of Shares.



     Each outstanding share entitled to vote shall be entitled to one (1) vote
upon each matter submitted to a vote at a meeting of shareholders. Shares
acquired by the Corporation constitute authorized but unissued shares, and
those shares are not entitled to vote as long as they are owned by the
Corporation.



3. BOARD OF DIRECTORS




     3.1 Management by Board of Directors.



     All corporate powers shall be exercised by or under the authority of the
Board of Directors and the business and affairs of the Corporation shall be
managed under the direction of the Board of Directors.



     3.2 Number and Tenure of Directors.




	(a)	 	The number of Directors of the Corporation shall be at
least five (5) and not more than eighteen (18). The number
of Directors within that range can be increased or decreased
by resolution of the Board of Directors and no decrease shall
have the effect of shortening the term of any incumbent
Director. After expiration of a Director’s term, the
Director shall continue to serve until a successor has been
elected and qualified or until there is a decrease in the
number of Directors. Directors need not be residents of the
State of Montana or shareholders of the Corporation.
	 
	(b)	 	The Directors shall be divided into three classes,
each class to be as nearly equal with the other classes in
number as possible. The term of the office of each class of
Directors shall be three years. Each Director shall hold
office until the expiration of such Director’s term or until
a Director dies, resigns, or is removed. At each annual
meeting, the number of Directors equal to the number of the
class whose term expires at the time of such meeting shall be
elected to hold office. In the case of increases or
decreases in the number of Directors of the corporation, each
class shall bear its reduction or increase proportionately.




5









 






	(c)	 	There are no term limits for Directors. However,
subject to applicable law, no Director may stand for
re-election to the Board of Directors after he or she has
reached the age of 72.
	 
	(d)	 	If a Director’s principal position, status, or
employment should substantially change, the Director must
submit his or her resignation as a Director.





     3.3 Qualification of Directors.



     All Directors of the Corporation must be committed to the furtherance of
the vision and goals of the Corporation and must be willing to devote the
necessary time and energy for the self-education, corporate functions, and
other actions necessary to fulfill this commitment. Directors have a fiduciary
duty to the Corporation and shall make all decisions in a manner that is in the
best interests of the Corporation and its shareholders. Directors shall not
advocate or act in the best interests of any person or group unless it also
serves the best interests of the Corporation and its shareholders.



     3.4 Regular Meetings.



     The Board of Directors shall set the time, date, and place, either inside
or outside of Montana, of regular meetings of the Board of Directors without
notice other than inclusion of the scheduled time, date, and place in the
minutes of the Board of Directors meetings. Regular meetings of the Board of
Directors shall be held bi-monthly, unless otherwise determined by the Board of
Directors. The Board of Directors shall hold an annual meeting within two (2)
months of the annual meeting of shareholders. No additional notice of an
annual meeting of the Board of Directors is required.



     3.5 Special Meetings.



     Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors or by written request of not less than one-third
(1/3) of the number of acting Directors. The time, date, and place of any
special meeting shall be determined by the Chairman of the Board of Directors.



     3.6 Meetings by Conference Telephone.



     The Board of Directors may permit any or all Directors to participate in a
meeting of the Board of Directors by, or conduct the meeting through use of,
conference telephone or any means of communication by which all persons
participating in the meeting may hear each other simultaneously during the
meeting. A Director participating in a meeting by conference telephone is
deemed present in person at the meeting. The Chairman of the meeting may
establish reasonable rules as to conducting the meeting by telephone.



6









 





     3.7 Notice of and Waiver of Notice of Special Meetings.




	(a)	 	Notice. The Secretary of the Corporation shall give
either oral or written notice of the time, date, and place of
any special meeting of the Board of Directors at least two
(2) days before the meeting.
	 
	(b)	 	Waiver of Notice. Any Director may waive notice of
any meeting before or after the date and time stated in the
notice. Except as otherwise provided in this bylaw, the
waiver must be in writing, signed by the Director entitled to
the notice, and filed with the minutes or corporate records.
A Director’s attendance at or participation in a meeting
waives any required notice to the Director of the meeting
unless the Director, at the beginning of the meeting or
promptly upon the Director’s arrival, objects to holding the
meeting or transacting business at the meeting and does not
vote for or assent to action taken at the meeting.





     3.8 Quorum and Voting Requirements.



     A majority of the number of Directors fixed by bylaw 3.2 shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors. The act of a majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. Each
Director shall have one (1) vote. Directors shall not vote or sign Directors’
resolutions by proxy.



     3.9 Presumption of Assent.



     The Corporation shall deem a Director who is present at a meeting of the
Board of Directors to have assented to the action taken unless: (a) the
Director objects at the beginning of the meeting or promptly upon the
Director’s arrival to holding the meeting or transacting business at the
meeting and delivers written notice of the Director’s objection to the
presiding officer before adjournment of the meeting or to the Corporation
immediately after adjournment of the meeting; or (b) the Director’s dissent or
abstention from the action taken is entered in the minutes of the meeting; or
(c) the Director delivers written notice of the Director’s dissent or
abstention to the presiding officer before adjournment of the meeting or to the
Corporation immediately after adjournment of the meeting. The right of dissent
or abstention is not available to a Director who votes in favor of the action
taken.



     3.10 Action Without Meeting.



     Any action required or permitted to be taken by the Board of Directors at
a meeting may be taken without a meeting if all of the Directors sign a written
consent describing the action taken and deliver the consent to the Secretary of
the Corporation for inclusion in the minutes or filing with the corporate
records. An action taken under this bylaw without a meeting is effective when
the last Director signs the consent, unless the consent specifies a different
effective date. A consent signed under this bylaw has the effect of a meeting
vote and may be described as a vote in any document.



7









 





     3.11 Removal of Directors.



     Shareholders may remove one or more Directors at a meeting of shareholders
if the notice of meeting states that a purpose of the meeting is the removal of
one or more Directors. Any Director or the entire Board of Directors may be
removed, with or without cause, by a vote of holders of a majority of the
shares entitled to vote at an election of Directors.



     3.12 Vacancies.



     If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, the shareholders may
fill the vacancy. If the shareholders fail or are unable to fill the vacancy,
then and until the shareholders act:




	(a)	 	the Board of Directors may fill the vacancy; or
	 
	(b)	 	if the Directors remaining in office constitute fewer
than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of all
Directors remaining in office.





     A vacancy that will occur at a specific later date may be filled before
the vacancy occurs, but the new Director may not take office until the vacancy
occurs. A Director elected to fill a vacancy shall be elected for the
unexpired term of the Director’s predecessor in office.



     3.13 Compensation.



     By authorization of the Board of Directors, the Directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and attendance at each meeting of a committee of the Board of Directors.
Additionally, by authorization of the Board of Directors, the Directors may be
paid a fixed sum for attendance at each meeting of the Board of Directors or
each meeting of committees of the Board of Directors, a stated retainer as a
Director, and a fixed sum for holding the office of Chairman of the Board of
Directors, Vice Chairman of the Board of Directors, or Chairman of a Board
committee.



     3.14 Committees of the Board of Directors. The Board of Directors may
create one or more committees and appoint members of the Board of Directors to
serve on them. Each committee shall have at least two (2) Board members as
committee members who shall serve for a one year term at the pleasure of the
Board of Directors or for such other period of time as determined by the Board
of Directors. The Board of Directors may also appoint Directors as non-voting,
non-compensated ex officio members to Board committees. The creation of a
committee and appointment of members to it must be approved by a majority of
the Directors in office when the action is taken. The Board of Directors shall
appoint a Chairman of each committee by majority vote of the Directors in
office when the action is taken. If the Board of Directors does not appoint a
Chairman of a committee, the committee shall elect a Chairman. The provisions
of bylaws 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, and 3.10 shall be applicable to
committees of the Board and their members. Each committee may exercise the
authority granted to it by the Board of Directors; provided, however, a
committee shall not:



8









 






	(a)	 	authorize distributions;
	 
	(b)	 	approve or propose to shareholders actions that the
Act or the Articles of Incorporation require to be approved
by the shareholders;
	 
	(c)	 	fill vacancies on the Board of Directors or on any of
its committees;
	 
	(d)	 	amend the Articles of Incorporation;
	 
	(e)	 	adopt, amend, or repeal the bylaws;
	 
	(f)	 	approve a plan of merger not requiring shareholder
approval;
	 
	(g)	 	authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of
Directors; or
	 
	(h)	 	authorize or approve the issuance of or sale or
contract for the sale of shares or determine the designation
and relative rights, preferences, and limitations of a class
or series of shares.





4. OFFICERS




     4.1 Required and Permissible Officers.



     The officers of the Corporation shall include a Chairman of the Board of
Directors, a Secretary, a Chief Executive Officer, and a Chief Financial
Officer. In the discretion of the Board of Directors, it shall be permissible
to elect a Vice-Chairman of the Board of Directors, a President, one or more
Vice-Presidents, and any other officers and assistant officers deemed to be
necessary or helpful. Such officers shall have such duties and powers as from
time to time assigned to them by the Board of Directors. The same individual
may simultaneously hold more than one office in the Corporation.



     4.2 Election and Term of Office.



     The Chairman of the Board of Directors, the Vice-Chairman of the Board of
Directors, if any, the Secretary, and all executive officers of the Corporation
(i.e. the Chief Executive Officer, the Chief Financial Officer, the President,
if any, the Chief Credit Officer, if any, the Chief Administration Officer, if
any, the Chief Information Officer, if any, the Director of Marketing, if any,
the Branch Administration Officer, if any, and the Regional Presidents, if any)
shall be elected annually by the Board of Directors at the annual meeting of
the Board of Directors held after each annual meeting of shareholders. If the
election of officers is not held at the annual meeting, the election shall be
held as soon afterwards as is convenient. Each officer shall hold office until
a successor is duly elected and qualified or until the officer’s death,
resignation, or removal. The designation of a specified term does not grant
contract rights to any officer and the



9









 




Board of Directors can remove the officer at any time prior to the
termination of the officer’s term.




     4.3 Subordinate Officers. The Board of Directors may appoint, or empower
the Chief Executive Officer or, in the absence of a Chief Executive Officer,
the President, to appoint, such other officers and agents as the business of
the corporation may require. Each of such officers and agents shall hold
office for such period, have such authority, and perform such duties as are
provided in these bylaws or as the Board or Chief Executive Officer may from
time to time determine.



     4.4 Removal of Officers.



     The Board of Directors may remove any officer or agent at any time with or
without cause. The removal shall be without prejudice to the officer’s
contract rights, if any, with the Corporation and to the contract rights of the
Corporation, if any, with the officer. The election or appointment of an
officer or agent by the Board of Directors does not itself create contract
rights.



     4.5 Vacancies.



     A vacancy in any office due to the death, resignation, removal, or other
cessation or failure of an officer to act, may be filled by the Board of
Directors for the unexpired portion of the term of office.



     4.6 Chairman of the Board of Directors.



     Annually, the Board of Directors shall elect a Chairman of the Board of
Directors who shall be an elected Director. The Chairman of the Board of
Directors shall:




	(a)	 	preside at all meetings of the shareholders and all
meetings of the Board of Directors;
	 
	(b)	 	lead the Board of Directors in carrying out the
authority set forth in paragraph 3.1;
	 
	(c)	 	represent the Board of Directors in all corporate
matters;
	 
	(d)	 	communicate the direction of the Board of Directors to
the Chief Executive Officer of the Corporation;
	 
	(e)	 	communicate with and report to the shareholders of the
Corporation; and
	 
	(f)	 	sign certificates for shares of the Corporation.




Additionally, the Chairman of the Board shall work with the Chief Executive
Officer on external relations, business development initiatives, major
acquisitions and divestitures, strategic and capital plans, and shall have such
other responsibilities as designated by the Board of Directors. If there is no
Chief Executive Officer or President, then the Chairman of the Board of
Directors





10









 







shall also be the Chief Executive Officer of the Corporation and shall have the
powers and duties prescribed in bylaw 4.10.




     4.7 Vice-Chairman of the Board of Directors.



     The Board of Directors may elect a Vice-Chairman of the Board of Directors
who shall be an elected Director. When there is a Vice-Chairman, the
Vice-Chairman shall perform the Chairman’s duties in the absence of the
Chairman, or in the event of the Chairman’s death, inability, or refusal to
act, and when so acting, shall have all the powers and be subject to all the
restrictions upon the Chairman. Any Vice-Chairman may sign, with the Secretary
or an assistant secretary, certificates for shares of the Corporation. In
general, the Vice-Chairman shall perform any other duties that the Board of
Directors may assign to the Vice-Chairman.



     4.8 Secretary.



     The Secretary shall:




	(a)	 	report to the Chairman of the Board of Directors of
the Corporation;
	 
	(b)	 	keep the minutes of meetings of shareholders and of
the Board of Directors;
	 
	(c)	 	see that all notices are duly given in accordance with
these bylaws or as required by law;
	 
	(d)	 	be custodian of the corporate records and of any seal
of the Corporation;
	 
	(e)	 	when requested or required, authenticate any records
of the Corporation;
	 
	(f)	 	keep a current list of the names and addresses of all
shareholders;
	 
	(g)	 	sign with the Chairman of the Board of Directors,
certificates for shares of the Corporation, the issuance of
which has been authorized by resolution of the Board of
Directors;
	 
	(h)	 	have general charge of the stock transfer books of the
Corporation; and
	 
	(i)	 	in general, perform all duties incident to the office
of Secretary and any other duties that the Chairman of the
Board of Directors or the Board of Directors may assign to
the Secretary.





     4.9 Assistant Secretaries Any assistant secretaries, when authorized by
the Board of Directors, may sign and issue with the Chairman of the Board,
Chief Executive Officer, or other authorized officer, certificates for shares
of the Corporation, and may perform any of the duties of the Secretary.



11









 





     4.10 Chief Executive Officer.



     The Chief Executive Officer shall be the principal executive officer of
the Corporation and, subject to the control of the Board of Directors, shall,
in general:




	(a)	 	supervise and control all of the business and affairs
of the Corporation and its officers and employees with the
exception of any activities explicitly retained by the Board
of Directors;
	 
	(b)	 	be responsible and accountable for all day to day
operations of the Corporation;
	 
	(c)	 	annually develop and submit to the Board of Directors
a strategic plan that achieves the Corporation’s strategic
vision consistent with the Corporation’s values;
	 
	(d)	 	develop and oversee management policies of the
Corporation;
	 
	(e)	 	ensure that the policies and direction of the Board of
Directors are followed;
	 
	(f)	 	ensure that the Corporation continuously complies with
all applicable laws, rules, regulations, and orders of any
governmental or regulatory body having jurisdiction over the
Corporation, its operations, and assets;
	 
	(g)	 	ensure that the Corporation retains and maintains in
good standing all necessary licenses, permits, approvals, and
authorizations required for its ongoing operations;
	 
	(h)	 	perform all duties incident to the office of Chief
Executive Officer and any other duties that the Board of
Directors may assign to the Chief Executive Officer; and
	 
	(i)	 	report directly to the Board of Directors through the
Chairman of the Board.





     The Chief Executive Officer may delegate such responsibilities to
designated employees or agents of the Corporation.



     The Chief Executive Officer may sign certificates for shares of the
Corporation and may sign any deeds, mortgages, bonds, contracts, or other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these bylaws to some other
officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed. The Chief Executive Officer may delegate such
authority to sign deeds, mortgages, bonds, contracts, or other instruments,
except for certificates for shares of the Corporation, to designated employees
or agents of the Corporation.



12









 





     4.11 Chief Financial Officer. The Chief Financial Officer shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of account of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital retained earnings, and shares. The books
of account shall at all reasonable times be open to inspection by any Director.



     The Chief Financial Officer shall deposit all moneys and other valuables
in the name and to the credit of the Corporation with such depositories as the
Board of Directors, the Chairman of the Board, or the Chief Executive Officer
may select. The Chief Financial Officer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, the Chairman of the
Board of Directors, or the Chief Executive Officer, shall render to the Chief
Executive Officer or, in the absence of the Chief Executive Officer, the
President and Directors, whenever they request it, an account of all
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have other powers and perform such other duties as may
be prescribed by the Board of Directors or these bylaws.



     4.12 President. In the absence or disability of the Chief Executive
Officer, the President shall perform all the duties of the Chief Executive
Officer. When acting as the Chief Executive Officer, the President shall have
all the powers of, and be subject to all the restrictions upon, the Chief
Executive Officer. The President shall have such other powers and perform such
other duties as from time to time may be prescribed by the Board of Directors,
these bylaws, the Chairman of the Board of Directors, or the Chief Executive
Officer.



     4.13 Vice Presidents. In the absence or disability of the President, the
Vice Presidents, if any, in the order of their rank as fixed by the Board of
Directors or, if not ranked, a Vice President designated by the Board, shall
perform all the duties of the President. When acting as President, the
appropriate vice president shall have all the powers of, and be subject to all
the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these bylaws, the
Chairman of the Board of Directors, the Chief Executive Officer or, in the
absence of a Chief Executive Officer, the President.



     4.14 Compensation of Officers.



     The Board of Directors may empower the Compensation Committee, if any, or
any other committee to determine and approve the salary of the Chief Executive
Officer from time to time and to ratify the compensation of other executive
officers of the corporation (as defined in bylaw 4.2) as determined by the
Chief Executive Officer from time to time. No officer shall be prevented from
receiving a salary by reason of the fact that the officer is also a Director of
the Corporation.



13









 





5. CONTRACTS, LOANS, CHECKS AND DEPOSITS;

SPECIAL CORPORATE ACTS




     5.1 Contracts.



     Except as otherwise provided by resolution of the Board of Directors, all
contracts, deeds, leases, mortgages, and other agreements of the Corporation
shall be executed on its behalf by the Chairman of the Board, Chief Executive
Officer, or other persons to whom the Chairman of the Board or the Chief
Executive Officer has delegated authority to execute such documents in
accordance with the policies approved by the Board of Directors. The Board of
Directors may authorize any other officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation. The authorization may be general or confined
to specific instances.



     5.2 Loans.



     No loans shall be contracted on behalf of the Corporation by anyone and no
evidence of indebtedness shall be issued in the name of the Corporation unless
authorized by resolution of the Board of Directors. The authorization may be
general or confined to specific instances.



     5.3 Checks, Drafts, etc.



     All checks, drafts or other orders for the payment of money, notes, or
other evidence of indebtedness issued in the name of the Corporation, shall be
signed by the officer or officers or agent or agents of the Corporation and in
the manner as shall from time to time be determined by resolution of the Board
of Directors or as designated by the Chairman of the Board of Directors or the
Chief Executive Officer.



     5.4 Deposits.



     All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in banks, trust companies,
and other depositories as the Board of Directors, the Chairman of the Board, or
the Chief Executive Officer may select.



6. CERTIFICATES FOR SHARES AND THEIR TRANSFER




     6.1 Certificates for Shares.




	(a)	 	Content. Certificates representing shares of the
Corporation shall be in the form as shall be determined by
the Board of Directors. Certificates shall at a minimum
state on their face: (1) the name of the Corporation; (2)
that the Corporation is formed under the laws of Montana; (3)
the name of the person to whom issued; and (4) the number and
class of shares and the designation of the series, if any,
that the certificate represents. The Chairman of the Board
or the Chief Executive Officer and the Secretary or




14









 






	 	 	an assistant secretary shall sign the certificates, either
manually or in facsimile, and may seal them with a corporate
seal or a facsimile. The Secretary shall consecutively
number or otherwise identify each certificate for shares.
	 
	(b)	 	Shareholder List. The Secretary shall maintain a
shareholder list in the stock transfer books of the
Corporation. The list shall include: the name and address
of the person or entity to whom the shares represented are
issued, the number of shares, and the date of issue.
	 
	(c)	 	Transferring Shares. Subject to any restrictions on
the transfer of shares, all certificates surrendered to the
Corporation for transfer shall be canceled and no certificate
for a like number of shares shall be issued until the old
certificate for a like number of shares has been surrendered
and canceled; provided, however, that in case of a lost,
destroyed, or mutilated certificate, the Corporation may
issue a new certificate upon the terms and indemnity to the
Corporation as the Board of Directors may prescribe.





     6.2 Transfer of Shares.



     Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record of the shares or by
the holder’s legal representative, who shall furnish proper evidence of
authority to transfer, or by the holder’s attorney so authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for the shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner of the shares for all purposes.



     6.3 Restrictions on Transfer.



     The front or back side of each certificate representing shares shall bear
a conspicuous notation of any restriction imposed by an agreement among
shareholders or between shareholders and the Corporation upon the transfer of
such shares.



     6.4 Consideration for Shares.



     Unless the Articles of Incorporation reserve to the shareholders the right
to fix the consideration, the Board of Directors may from time to time
authorize shares to be issued for consideration consisting of any tangible or
intangible property or benefit to the Corporation, including cash, promissory
notes, services performed, contracts for services to be performed or other
securities of the Corporation. In the absence of fraud, the determination of
the Board of Directors as to the adequacy of consideration for the issuance of
shares shall be conclusive.



15









 





7. MISCELLANEOUS




     7.1 Dividends.



     The Board of Directors may, from time to time, declare and cause to be
paid dividends on outstanding shares of the Corporation in cash, property, or
shares of the Corporation, except when the Corporation is insolvent or when the
payment of dividends would render the Corporation insolvent; provided, however,
that the declaration and payment of dividends must comply with the requirements
and restrictions contained in the Act.



     7.2 Corporate Seal.



     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall be inscribed with the name of the Corporation and
the state of incorporation.



     7.3 Books and Records.



     The Corporation shall keep a permanent record of the minutes of all
meetings of shareholders and of the Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by a committee of the Board of Directors acting in place
of the Board and on behalf of the Corporation. The Corporation shall maintain
appropriate accounting records and such other records as are required by the
Act to be kept by the Corporation at the principal office of the Corporation or
at a location from which the records may be recovered within two (2) business
days.



     7.4 Indemnification and Advance for Expenses.




	(a)	 	Mandatory Indemnification. The Corporation shall
indemnify a Director or former Director, who was wholly
successful, on the merits or otherwise, in the defense of any
proceeding to which he or she was a party because he or she
is or was a Director of the Corporation against reasonable
expenses incurred by him or her in connection with the
proceeding.
	 
	(b)	 	Permissible Indemnification. The Corporation shall
indemnify a Director or former Director made a party to a
proceeding because he or she is or was a Director of the
Corporation against liability incurred in the proceeding if a
determination to indemnify him or her has been made in the
manner prescribed by the Act and payment has been authorized
in the manner prescribed by the Act.
	 
	(c)	 	Advance for Expenses. The Corporation shall pay for
or reimburse the reasonable expenses incurred by a Director
who is a party to a proceeding in advance of a final
disposition of the proceeding if a determination to make the
advance has been made in the manner prescribed by the Act and
if payment of the advance has been authorized in the manner
prescribed by the Act.




16









 






	(d)	 	Indemnification of Officers, Agents and Employees. An
officer of the Corporation who is not a Director is entitled
to mandatory indemnification under this bylaw 7.4 to the same
extent as a Director. The Corporation may also indemnify and
advance expenses to an officer, employee, or agent of the
Corporation who is not a Director to the same extent as a
Director or to any extent, consistent with public policy,
that may be provided by the general or specific action of the
Board of Directors or by contract.





     7.5 Amending Bylaws.



     The Board of Directors may amend or repeal these bylaws at any regular or
special meeting of the Board of Directors unless:




	(a)	 	the Articles of Incorporation or the Act reserve this
power exclusively to the shareholders in whole or part; or
	 
	(b)	 	the shareholders in amending, adding or repealing a
particular bylaw provide expressly that the Board of
Directors may not amend or repeal that bylaw.





     In the cases described in bylaw 7.5(a) and bylaw 7.5(b), the shareholders
must approve of the amendment, addition, or repeal. The shareholders may amend
or repeal these bylaws even though the bylaws may also be amended or repealed
by the Board of Directors.



     7.6 Fiscal Year.



     The fiscal year of the Corporation shall begin on January 1 and end on
December 31 of each year.



     7.7 Superseding Effect.



     These bylaws supersede and replace any and all pre-existing bylaws of the
Corporation.



CERTIFICATE OF ADOPTION OF BYLAWS




     The undersigned Secretary of the above Montana Corporation does hereby
certify that the foregoing bylaws were adopted this date and the same do now
constitute the bylaws of the Corporation.



     DATED this 29th day of July, 2004.



	 
	/s/ Carol Stephens Donaldson



CAROL STEPHENS DONALDSON, Secretary








17